TaxiCash™ Initial Coin Offering (ICO) Purchase Terms & Conditions

The following Terms and Conditions ("Terms") govern the sale of digital crypto tokens – TaxiCash™ (hereby referred to as
"TXC"). The TXC is sponsored and managed by Chauffeur Live Pty Ltd. (defined as "Seller"), an Australian registered company
[Australian Company Number – ACN - 613 718 282]. The TXC will be distributed by Seller to purchasers of TXC ("Purchasers" collectively,
and "Purchaser" individually). This document is not a solicitation for inves™ent and does not pertain in any way to an offering of
securities in any jurisdiction. The TXC’s should not be deemed as securities or a collective investment scheme such that:

the TXC purchase do not grant to the Purchaser any voting or ownership rights;

the TXC purchase do not grant to the Purchaser any return on inves™ent;

the TXC purchase do not grant to the Purchaser any profit and passive income from the ownership of the digital tokens.

Therefore, the TXC digital tokens are not securities and are not registered with any government entity as a security, and shall not be considered as such. TXC is not a digital currency and as such is not considered a security.

By purchasing the TXC the Purchaser expressly acknowledge and assume risks stated in this document. If you have any questions regarding this information or regarding this TXC Token Sale Agreement, please contact us at support@taxicash.io

This document describes the TXC ICO sale terms and Conditions.

The Purchasers shall also read the White paper associated with this Sale as presented in https://TAXICASH.IO website.

TaxiCash™ tokens are not available for purchase by persons / entities / institutions from United States of America.

IMPORTANT

Ownership of TXC during the ICO carries no rights express or implied. Purchases of TXC are non-refundable. By participating in the sale of TXC, the Purchaser expressly acknowledge and represent that he / she have carefully reviewed the Terms and fully understand the costs, and benefits of purchasing TXC and agree to be bound by these Terms. As set forth below, Purchaser further represent and warrant that, to the extent permitted by law, purchaser is authorized to purchase TXC in his / her relevant jurisdiction, to be bound by these Terms, and will not hold TXC Team, Chauffeur Live Pty Ltd., its parent and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of Seller or our parent or affiliates, now or in the future and any other member of the development Team (collectively the TXC Team & Parties) liable for any losses or any special, incidental, or consequential damages direct or indirect arising out of, or in any way connected to the sale of TXC.

DO NOT PURCHASE TXC IF YOU DO NOT AGREE WITH THIS SALE TERMS OR UNDERSTAND CRYPTO TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS

Purchases of TXC should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of crypto tokens, and blockchain based software systems. While the TXC Team will be available to assist Purchasers of TXC during the pre-sale and sale period, the TXC Team will not be responsible in any way for loss of any payments sent incorrectly or loss in value of TXC resulting from actions taken by or omitted by Purchasers. If prospective purchasers do not have such experience or expertise, then they should not purchase TXC or participate in the sale of TXC.

WARNING: PURCHASERS OF TXC ARE HEREBY BE MADE AWARE OF CERTAIN FACTORS

Prior to purchasing TXC, Purchaser should carefully consider the terms listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional or any other experts in Crypto Token and Block chain technology or Taxi / transport Industry to understand the risks involved in purchasing TXC and its prospects. If any of the terms of purchase are unacceptable to the prospective purchaser, then he / she should not purchase TXC. By purchasing TXC, and to the extent permitted by law, the Purchaser are agreeing not to hold any of the TXC Team & Parties liable for any losses or any special, incidental, or consequential damages (direct or indirect) arising from, or in any way connected, to the sale of TXC, including losses associated with the terms set forth below.

TERMS AND CONDITIONS

Overview of ICO of TXC

The ICO White paper "TaxiCash.IO - A Revolutionary Patented Payment Solution for Taxi / Transport Industry and Passengers" provides comprehensive details of the purpose of TXC. This document should be read and understood by all Purchasers prior to purchasing TXC Tokens.

The Website https://TAXICASH.IO provides the method by which the TXC tokens can be purchased. During the token pre-sale and sale period each TXC is valued at US$ 1.0 and purchases can be made by Bitcoins, Ethereum, Direct bank transfer, credit card or by Cash. The https://TAXICASH.IO website provides the portal that will facilitate the purchases. The TaxiCash™ website and associated platform stores the payments securely and reserves the TXC tokens to be issued to all Purchasers in accordance with this this document and the White Paper. Purchasers of TXC in the ICO will be issued the TXC tokens within 2 weeks of the official completion of the ICO as declared on the website. All TXC sold in this manner will be created in the Block Chain and will be transparent to everyone using the public and private keys provided by the TXC Team. However, there are no guarantees that this will occur in accordance to such a time-frame if any occurrences of unexpected circumstances or Force Majeure conditions arise. After such time, the TXC Team will allocate the purchased TXC to the corresponding user account on the web site, delivering it to their control.

TIMING OF SALE

The ICO began at 00:00:00 AEST (Australian Eastern Summer Time) on 08 March 2018. The ICO will run for 10 weeks and will end at 23:59:59 AEST on 17 May 2018 or until all the TXC tokens have been completely sold out. The Team reserves the right to extend the sale duration for any reason, including the unavailability of the website https://TAXICASH.IO or other unforeseen security or procedural issues. The maximum total amount of TXC tokens to be issued for public sale is 80,000,000. The TXC Team also reserves the right to shorten the sale duration for any reason.

TXC Offer - TXC Pricing & Token Allocation and Bonuses

Each TXC digital token sale price is US$ 1.0 [One US Dollar]

The minimum amount of purchase is US$ 100.00 [One Hundred US dollars]

The maximum amount of purchase is unlimited subject to availability.

Total number of Tokens created will be 100,000,000 [one Hundred Million]

Maximum number of Tokens available for public sale is 80,000,000 [Eighty Million]

The TXC sale pricing and allocations are planned as shown below:

Period

Date

Designation

Token Value

Additional Bonus tokens

1

08 March 18 – 22 March 18

Presale Period

1 TXC = US$ 1.00

60%

2

23 March - 05 April18

Sale period 1

1 TXC = US$ 1.00

40%

3

06 April 18 - 19 April 18

Sale period 2

1 TXC = US$ 1.00

30%

4

20 April 18 - 03 May 18

Sale Period 3

1 TXC = US$ 1.00

20%

5

04 May 18 - 17 May 18

Sale Period 4

1 TXC = US$ 1.00

10%

6

Any period beyond [If extended]

Sale Period 5

1 TXC = US$ 1.00

10%

Notes:

Tokens purchased using Bitcoins or Ethereum will be converted to equivalent value in US$ at the time of purchase. This conversion will be facilitated by a live software available on the website https://TAXICASH.IO. This converted amount of TXC’s will be credited to Purchaser’s account.

Purchases can also be made by valid credit card, direct debit, direct wire transfer facilities. The interfaces for such payments are provided in the website.

All unsold tokens [among the 80,000,000 available for sale] will be moved to Reserve Tokens. No more Tokens more than 100,000,000 will be ever created.

Purchaser’s Acceptance

To become a party of the TXC Token Purchase event, which means the acceptance of the TXC Offer of purchase and use of the TXC digital token under the conditions stated below, the Purchaser may purchase any amount of TXC tokens in accordance with the TXC offer stated in Section 2 above during pre-sale and sale periods.

By purchasing the TXC digital tokens, the Purchaser acknowledges and agrees that he / she fully and unconditionally accepts the TXC purchase Terms and Conditions without any reservation or exceptions.

If the potential Purchaser do not agree to all of the terms of the TXC token Purchase Terms and Conditions, the Purchaser may not purchase and TXC tokens during the sale period.

The TXC Token Purchase Agreement Grants

The Seller shall grant to the Purchaser an opportunity to use the TXC digital tokens to

pay for rides in Taxis, Hire cars, Limousines/ any other participating transport ventures that are party to the TaxiCash™ platform anywhere in the world using the TaxiCash™ mobile application

pay for rides in other participating vehicles such as ride sharing cars

pay for rides in driverless cars / taxis

trade the tokens in various exchanges that may list the TXC

convert to fiat currencies as required.

The smart-contract of the TaxiCash™ Platform requires the TXC digital tokens for its work. Only the owner of the TXC digital tokens may purchase the services from the mobile application or the TXC platform.

The TXC Token Purchase Agreement Grant Restrictions

User / Potential Purchaser shall not, and shall not allow any third party to:

insert into the TaxiCash™ platform, the TXC smart-contract and the TXC digital token any viruses, worms, date bombs, time bombs, or other code that is specifically designed to harm the use of the TaxiCash™ Platform, the TaxiCash™ smart-contract and the TXC digital token to cease operating, or to damage, interrupt, or interfere with any end user data;

use the TXC digital tokens for of illegal or unlawful actions or other unauthorized purposes

purchase TaxiCash™ tokens using unlawful funds which do not have clean origins. Funds of origin connected with money laundering, terrorism activities, drug proceeds or proceeds of crimes of any sort are deemed to be unlawful funds.

Representations and Warranties:

The Purchaser provides the following representations and warranties:

by purchasing the TaxiCash™ Token the Purchaser represents and warrants that the Purchaser have read and understand the Purchase terms and conditions in full;

the Purchaser have read and understand the TaxiCash™ White Paper in full;

the Purchaser fully understands, realizes and agrees with the information about the functionality, usage, storage, transmission mechanisms and other material characteristics of the TXC digital tokens, blockchain technology, blockchain-based software systems and their risks, and appreciates the risks and implications of purchasing the TXC digital tokens;

the purchaser fully understands, realizes and agrees that the TXC digital tokens are created on a blockchain and are designed to be used to make various internal payments via the TaxiCash™ platform and mobile app, and it does not grant to the Purchaser any voting or ownership rights, any return on inves™ent or any profit and passive income from the ownership of the TXC digital tokens;

the Purchaser will not forge, or otherwise manipulate any personal or non-personal data requested by the TaxiCash™ in the process of the registration and will not use the VPN or other means of distorting the data, or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the TaxiCash™ platform when such necessity arises in connection with the requirements of anti-money laundering and "Know Your Customer" (KYC) frameworks of the TaxiCash™ database or required in accordance with the applicable law.

the Purchaser’s purchase of the TXC digital tokens complies with applicable laws and regulations in the Purchaser’s jurisdiction;

the Purchaser is a legal entity and is eligible to purchase the TXC. It is the responsibility of the purchaser to check whether they are entitled to purchase the TXC tokens with respect to the jurisdiction in which they reside. TaxiCash™ is not responsible for any direct or indirect losses that may eventuate in the event of illegal token purchase and loss of such tokens.

the Purchaser do not intend to hinder, delay or defraud the TaxiCash™ team or any other users of the TaxiCash™ Platform or engage in any illegal conduct and or unlawful activity in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities; receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, or Australia or in any place of the world.

Disclosure of Purchases and Remaining time information

The TXC Team will disclose on a daily basis, the total number of TXC sold, and the corresponding funds raised in its website. Furthermore, information on the remaining time of the ICO will be available.

TXC Team Will Not Purchase TXC During ICO.

The TXC Team warrants that it will not purchase TXC in its own sale. Furthermore, The TXC Team warrants that it will not purchase TXC from any third party, or acquire TXC in any manner, or acquire future control of TXC, during the period of the ICO.

Specific Conditions on Refunds

ALL PURCHASES OF TXC ARE FINAL. BY PURCHASING TXC, THE PURCHASER ACKNOWLEDGES THAT NEITHER TXC TEAM NOR CHAUFFEUR LIVE PTY LTD. NOR ANY OTHER OF THE TEAM & PARTIES ARE REQUIRED TO PROVIDE A REFUND FOR ANY TXC THAT IS NOT USED OR REMAINS UNUSED.

Purchase of TXC from the TaxiCash™ website https://TAXICASH.IO

TXC Team will maintain an interface in the website, which can be used to purchase TXC. Instructions for purchasing TXC with Bitcoins, Ethereum and USD using the website interface will be embedded and available on the TaxiCash™ website during the duration of the sale. Failure to follow these instructions may limit, delay, or prevent a Purchaser from obtaining TXC. Any questions about these instructions should be directed to support@taxicash.io

Obligation to Determine If Purchaser Can Purchase TXC in Purchaser’s Jurisdiction

The sale constitutes the sale of a legal software product under Australian Law. This product sale is conducted by Chauffer Live Pty Ltd. An Australian company, operating under Australian law. It is the responsibility of each potential Purchaser of TXC to determine if the Purchaser can legally purchase TXC in the Purchaser’s jurisdiction.

Acceptance of Terms and Conditions of the TXC Sale

As a first step in the purchase process, TXC Team will present the Purchaser with these Terms, and associated documents. By placing an order for TXC, the Purchaser:

consents and agrees to the Terms;

represents and warrants that the Purchaser is legally permitted to purchase TXC in the Purchaser’s jurisdiction and is legally permitted to receive products of Australian origin;

represents and warrants that the Purchaser is of a sufficient age to legally purchase TXC or has received permission from a legal guardian who has reviewed and agreed to these Terms;

represents and warrants that the Purchaser will take sole responsibility for any restrictions and risks associated with the purchase of TXC as set forth below;

represents and warrants that the Purchaser is acquiring TXC for the use of the TaxiCash™ Platform and ensuing services, or to facilitate development, testing, deployment and operation of applications using the TaxiCash™ Platform;

represents and warrants that the Purchaser understands the usage and intricacies of cryptographic tokens, and blockchain-based software systems; and

represents that the funds, crypto currencies used to purchase the TXC are of legal origin and are not the proceeds of money laundering or similar illegal activities.

Receipt of TXC and the Purchase Email

As part of the purchase process, in order to purchase TXC, a Purchaser will need to provide an email address (the "Purchase Email"). The Purchase Email will be used to email the Purchaser a notice of the creation of the Purchaser’s account on the TaxiCash™ web wallet service where the purchased TXC has been delivered to. By purchasing TXC, and to the extent permitted by applicable law, the Purchaser agrees not to hold any of the TXC Parties liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to, Purchaser’s failure to maintain their account or hacking and loss of information pertaining to the Purchase email.

TXC Will Only Be Available for Sale on the TaxiCash™ Website

TXC Team will only sell TXC Tokens through the https://TAXICASH.io website. To the extent that any third-party website or service offers TXC for sale during the initial sale or facilitates the sale or transfer of TXC in any way during the initial sale or at any time up to the release of the initial block, such third-party websites or services are not sanctioned by TXC Team or its parents and affiliates and have no relationship in any way with the TXC Team and Parties. As a result, TXC Team prohibits the use of these third-party websites or services for the purchase of TXC prior to the end of the initial sale.

Fraudulent Attempts to Double Spend BTC or Ethereum

TXC Team will monitor all potential transactions for fraudulent attempts to double spend BTC / Ethereum. Any detected double spend of BTC / Ethereum will result in no TXC being delivered to the associated Purchaser.

Use of Credit Cards for Purchasing TXC on the Website

Credit cards used to purchase TXC from the https://TAXICASH.IO website shall:

Be a legal and valid. No stolen cards shall be used to purchase any TXC Tokens.

Bear the same name as the person registered in the website. A different card name cannot be used to purchase TXC tokens. No tokens will be issued in such circumstances.

Be a Valid Credit Card (Visa, Master Card, AMEX or Diners); A credit card processing fee of 2.5% will apply. All USD Charges will be converted to Australian Dollars.

Have a valid expiry date. Any card that is rejected by the Bank will not qualify for the purchase of the TXC tokens.

TXC Team will monitor all potential transactions for fraudulent attempts to use stolen credit cards or invalid cards. Any detected fraudulent attempts will result in no TXC being delivered to the associated Purchaser.

TXC Purchase Risks

The purchase of TXC carries with it significant risk. Prior to purchasing TXC, the Purchaser should carefully consider the below risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals prior to determining whether to purchase TXC.

It is possible that the value of Bitcoins or Ethereum could drop significantly in the future, depriving TXC Team of sufficient resources to continue to operate. To guard against this risk, TXC Team intends to periodically convert proceeds from the sale of TXC tokens into US dollars as much as possible.

TXC tokens issued as a result of ICO sale, will be stored in a wallet, which can only be accessed with a password selected by the Purchaser. If a Purchaser of TXC tokens does not maintain an accurate record of their password, this may lead to the loss of TXC tokens. As a result, Purchasers must safely store their password in one or more backup locations that are well separated from the primary location. To access one’s TXC tokens the password that the Purchaser entered is required; loss of this may lead to the loss of a Purchaser’s TXC Tokens as the password will only be known to the Purchaser and no one else.

Any third party that gains access to the Purchaser’s Email, user name or password may be able to gain access to the Purchaser’s account on the TXC web wallet. Purchaser must take care not to respond to any inquiry regarding their purchase of TXC, including but not limited to, email requests purportedly coming from the TAXICASH.IO or similar looking domain.

Cryptocurrencies and tokens have been the subject of regulatory scrutiny by various regulatory bodies around the globe. The TaxiCash™ Platform and TXC tokens could be impacted by one or more regulatory enquiries or regulatory action, which could impede or limit the ability of TXC Team to continue to develop the TaxiCash™ platform and project.

The current regulatory environment in Australia is uncertain with respect to trea™ent of cryptocurrency activities. It is possible that the Australian Banks may refuse to deal with Crypto currency proceeds and refuse to transfer ICO funds to the Company’s bank account. This may eventuate in the Company unable to use the funds to continue the development of the TaxiCash™ development project.

Though Chauffeur Live Pty Ltd. Has obtained written legal advice with respect to the KYC (Know your Customer) / AML (Anti Money Laundering Laws, the regulations may be introduced by the government such that the ICO funding may not be available for development purposes. If this happens the project cannot be executed.

Following the initial sale, and the subsequent development of the initial version of the TaxiCash™ system and web application, it is possible that alternative similar systems or networks could be established, by other parties or entities. Though the TaxiCash™ system is a patented technology it is still possible that clones may be developed by others to compete. These alternate systems or networks may potentially negatively impact the TXC system and its platform. However, TXC Team will make every effort to protect its IP rights as well as defend its rights to maintain the competitive advantage being the party that developed the TXC Platform, but such advantages are far from absolute.

It is possible that the TaxiCash™ Platform and applications may not be used by a large number of external Taxi industry players, individuals, and other organizations and that there will be limited public interest in the peer-to-peer creation and usage of the TaxiCash™ application. Such a lack of interest could impact the further development of the TaxiCash™ Platform & applications and potential uses of TXC tokens. Though TXC team will personally supervise the development of the TXC platform and applications as well as actively market the product worldwide, it cannot predict the success of its own development efforts or the efforts of other third parties and how the world market will embrace the concept and the product.

The Purchaser acknowledges that part of the proceeds of the sale of TXC tokens will be used to develop the TaxiCash™ platform, mobile application as well as future developments for driverless taxi / vehicle services. During the development process many new technologies may evolve and the application will be adapted to such changes. This may mean that the Road map schedule provided in the White Paper may be delayed incorporating such changes. Purchaser acknowledges that any expectations regarding the form and functionality of the TaxiCash™ Platform held by the Purchaser may not be met upon release of the TaxiCash™ Platform, for any number of reasons including a change in the design and implementation plans and execution of the implementation of the TaxiCash™ Platform.

Purchaser understands, that while the TXC Team will make reasonable efforts to complete the TaxiCash™ software, it is possible that an official completed version of the TaxiCash™ Platform may not be released and there may never be an operational TaxiCash™ Platform.

Hackers or other groups or organizations may attempt to steal the BTC / Ethereum / USD revenue from the initial sale, thus potentially impacting the ability of TXC Team to develop the TaxiCash™ Platform and operate. To account for this risk, TXC Team has and will continue to implement comprehensive contemporary security precautions to safeguard the revenue from the sale of TXC Tokens including, multi-signature keys, anti-spear-phishing procedures, splitting of funds, hot/cold wallet partitioning and diversification.

The TaxiCash™ Platform rests on open-source software, and there is a risk that the TXC Team or other third parties not directly affiliated with the project, may introduce weaknesses or bugs into the core infrastructural elements of the TaxiCash™ Platform thus affecting its functionality and usability. TXC Team has taken steps to build, maintain, and secure the infrastructure of the TaxiCash™ Platform, and will continue to do so after the initial sale. For example, TXC team will hire external consultants on a periodic basis to assess and audit the security of the TaxiCash™ platform and will work with cryptography and security experts to develop and employ best practices to audit the Platform.

Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the TaxiCash™ Platform, which could result in the theft or loss of TXC Tokens. To the extent possible, TXC team intends to update the protocol underlying the TaxiCash™ Platform to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or the success of any future security updates.

As with other cryptocurrencies, the blockchain used for the TaxiCash™ Platform is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attacks present a risk to the TaxiCash™ Platform and expected proper execution and sequencing of TXC transactions and contract computations.

The loss or destruction of a private key by TXC Team, issuer or investor required to access a TXC wallets may be irreversible. TXC team’s loss of access to its private keys or a data loss relating to TXC Team’s, issuer’s or investor’s TXC could adversely affect the value of TXC.

TXC is a new product, thus contributing to price volatility that could adversely affect the value of TXC. The factors affecting the further development of the TaxiCash™ Platform, include:

continued worldwide growth in the adoption and use of TXC and other similar digital tokens;

government and quasi-government regulation of TXC and other digital tokens and their use, or restrictions on or regulation of access to and operation of the TXC Platform or similar digital token systems;

the maintenance and development of the open-source software protocol of the TaxiCash™ Platform;

changes in consumer demographics and public tastes and preferences including threats of ride sharing car systems developing their own payment systems;

the availability and popularity of other similar products; and

general economic conditions and the regulatory environment relating to the TaxiCash™ Platform and digital assets.

Amendments to the TaxiCash™ platform’s protocols and software, could adversely affect TXC value. The TaxiCash™ Platform is based on a math-based protocol that governs the peer-to-peer interactions between computers connected to the TaxiCash™ Platform. To the extent that a significant majority of the users on the TaxiCash™ Platform install software upgrade(s), the TaxiCash™ Platform would be subject to new protocols and software that may adversely affect TXC.

A failure to properly monitor and upgrade the protocol could damage the TaxiCash™ Platform and TXC.

Intellectual property rights claims may adversely affect the operation of the TaxiCash™ Platform. Though the TaxiCash™ algorithm is a patented technology, third parties may assert intellectual property claims relating to the holding and transfer of digital tokens and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the TaxiCash™ Platform’s long-term viability or the ability of end-users to hold and transfer TXC may adversely affect the value of TXC. Additionally, a meritorious intellectual property claim could prevent TXC Team and other end-users from accessing the TaxiCash™ Platform or holding or transferring their TXC’s.

Cryptocurrency exchanges on which TXC may trade may be relatively new and largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other products. To the extent that the cryptocurrency exchanges representing a substantial portion of the volume in TXC trading are involved in fraud or experience security failures or other operational issues, such cryptocurrency exchange failures may result in a reduction in the price and can adversely affect the value of TXC. A lack of stability in the cryptocurrency exchanges and the closure or temporary shutdown of cryptocurrency exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the TaxiCash™ Platform and result in greater volatility in the price.

Political or economic crises may motivate large-scale sales of TXC’s, which could result in a reduction in the price and adversely affect the value of a TXC. Digital assets such as TXC which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of transacting, and it is unclear how such supply and demand will be impacted by geopolitical events.

It is possible that a digital asset other than TXC could have features that make it more desirable to a material portion of the digital asset user base, resulting in a reduction in demand for TXC, which could have a negative impact on the use and price of TXC. It is possible that a comparable product could become materially popular due to either a perceived or exposed shortcoming of the TaxiCash™ Platform that is not immediately addressed by the TXC Team, or a perceived advantage of a comparable product that includes features not incorporated into TaxiCash™ development platform. If this product obtains significant market share, it could have a negative impact on the demand for, and price of, TXC.

TXC transactions are irrevocable and stolen or incorrectly transferred TXC’s may be irretrievable. As a result, any incorrectly executed TXC transactions could adversely affect the value of TXC’s. TXC transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the TaxiCash™ Platform. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of TXC or a theft of TXC generally will not be reversible and there may be no compensation for any such transfer or theft. Such loss could adversely affect the value of TXC.

TXC Team may not have adequate sources of recovery if TXC’s are lost, stolen or destroyed. If TXC Team’s or issuer's TXC’s are lost, stolen or destroyed under circumstances rendering a party liable to TXC Team, or issuer, the responsible party may not have the financial resources sufficient to satisfy the claim.

The Purchaser is aware of the merits, risks and any restrictions associated with digital tokens, cryptocurrencies and Blockchain-technologies, including but not limited to:

Risk of Losing Access to Tokens Due to Loss of Private Key(s),

Risks Associated with the Ethereum Platform Protocol,

Risk of Hacking and Security Weaknesses,

Risk of Uninsured Losses,

Risks Associated with Uncertain Regulations and Enforcement Actions.

Taxation of TXC and Taxation Related to the ICO

The Purchaser bears the sole responsibility to determine if the purchase of TXC or the potential appreciation or depreciation in the value of TXC over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing TXC, and to the extent permitted by law, the Purchaser agrees not to hold any of the TXC Team & Parties liable for any tax liability associated with or arising from the purchase of TXC.

Privacy

Although the TXC Team does not requires that token Purchasers provide proof of identity for AML and KYC purposes, the TXC Team will not publish any identifying information related to an TXC purchase, without the prior written consent of the Purchaser to the extent permitted by law.

KYC (Know your Customer) Requirements

Chauffeur Live Pty Ltd. Has obtained written legal advice from reputed Australian law firm with respect to KYC requirements. The advice states to sell a service token such KYC requirements are not required to be implemented by the Company. However, regulatory changes may be requiring the Companies to implement KYC requirements n the future. If this happens Chauffer Live Pty Ltd, and the TaxiCash™ team will require each of the purchasers provide the required KYC proof documentation. Failure to provide necessary information may result in the tokens cancelled.

Disclaimer of Warranties

THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING TXC AT THE PURCHASER’S SOLE RISK AND THAT TXC IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, NONE OF THE TXC TEAM & PARTIES WARRANT THAT THE PROCESS FOR PURCHASING TXC WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitations Waiver of Liability

THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, TXC OR THE TXC TEAM & PARTIES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE TXC PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, TXC. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE TXC TEAM & PARTIES ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF TXC, AND THAT THE RISK OF PURCHASING AND USING TXC RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE TXC TEAM & PARTIES BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE PURCHASE OF TXC. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE TXC TEAM

Trademark License and Use

The Purchaser acknowledges and agrees that the TaxiCash™ Trademarks are owned solely by the Chauffeurlive Pty Ltd. and agrees to use the TaxiCash™ Trademarks only in the manner approved by Chauffeur live Pty Ltd.

Trademark Restrictions

The purchaser shall not remove, modify, adapt, or prepare derivative works of any TaxiCash™ Trademarks, TaxiCash™ copyright notices, or other TaxiCash™ proprietary rights notices.

Proprietary rights

The TXC Token Purchase does not convey the title or ownership of the TaxiCash™ Platform, the TaxiCash™ smart-contract from the TaxiCash™ h to the Purchaser, but instead gives the Purchaser only the limited rights and abilities to use the TXC digital tokens for rides or to trade. The TaxiCash™ reserves all rights not expressly granted by the TaxiCash™ purchase Terms and Conditions.

The Purchaser acknowledges and agrees that TaxiCash™ Platform and its source code form, all enhancements, corrections and modifications to the TaxiCash™ Platform, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the TaxiCash™ Platform, are and shall remain the sole and exclusive property of the Chauffeur live Pty Ltd.

or any similar unforeseen event that renders performance commercially implausible.

Severability

The Purchaser and the TXC Team agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

No Waiver

The failure of the TXC Team to require or enforce strict performance by the Purchaser of any provision of these Terms or the TXC Team’s failure to exercise any right under these agreements shall not be construed as a waiver or relinquishment of the TXC Team 's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the TXC Team of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by the TXC Team shall be deemed a modification of these Terms nor be legally binding.

Updates to the Terms and Conditions of the TXC ICO

The TXC Team reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the website (https://TAXICASH.IO). Any Purchaser will be deemed to have accepted such changes by purchasing TXC. The Terms may not be otherwise amended except in a signed writing executed by both the Purchaser and the TXC Team. For purposes of this agreement, "writing" does not include an e-mail message and a signature does not include an electronic signature. If at any point you do not agree to any portion of the then-current version of the Terms, you should not purchase TXC.

Co-operation with Legal Authorities

The TXC Team will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions. In accord with one of the core principles of the TXC project — transparency — the TXC Team will endeavour to publish any legal enquiries upon receipt.

Dispute Resolution

TXC Team and Purchaser (the "Parties") agree to make good faith efforts to resolve any dispute, controversy or claim arising between them relating to this token sale and their respective rights and obligations hereunder arising under this Agreement (a "Dispute").

If the Parties, or their designated representatives, are unable to resolve the Dispute within ten (10) business days after referral of the matter to them, the Parties will submit the Dispute for resolution pursuant to paragraph (c). of this Section.

Except with respect to Disputes concerning (i) the right of either Party to apply to a court of competent jurisdiction for an interim or interlocutory injunction or other provisional remedy to preserve the status quo or prevent irreparable harm or (ii) any Disputes that may arise in connection with a breach of a Party’s obligations of confidentiality hereunder, if any Dispute is not resolved pursuant to paragraphs (a). and (b). above, the Parties will, acting reasonably, agree mutually on the forum for resolution of the Dispute by arbitration as set out in this Section.

After the completion of the procedures set forth in paragraph (b). and agreement by the Parties to enter into binding arbitration in accordance with paragraph (c). of this Section, either Party may within thirty (30) calendar days refer the Dispute to arbitration by serving written notice of its intention to arbitrate the Dispute to the other Party.

Arbitration of any Dispute will be conducted in accordance with the State of Victoria (Australia) Commercial Arbitration Act 2011 (the "Act"), as amended from time to time, except to the extent that there is a conflict of terms or inconsistency between the Act and a term or condition of this Agreement.

The arbitration will be conducted by a single arbitrator to be mutually agreed to by the Parties within three (3) business days following the date of the referral of the Dispute to arbitration.

The arbitrator will have reasonable expertise and experience in arbitrating commercial disputes involving agreements for the provision of consulting and contractual disputes. If the Parties are unable to mutually agree upon an arbitrator, the arbitrator will be selected by the Courts of appeal in State of Victoria, Australia.

This agreement is governed by the laws in force in Victoria, Australia. Purchaser irrevocably submit to the arbitration process and courts of appeal in Victoria for resolving any dispute concerning this agreement.

Complete Agreement

These Terms set forth the entire understanding between each Purchaser and The TXC Team with respect to the purchase and sale of TXC. For facts relating to the sale and purchase, the Purchaser agrees to rely only on these two documents [Terms of Purchase and White Paper] in determining purchase decisions and understands that these documents govern the sale of TXC and supersede any public statements about the ICO made by third parties or by the TXC Team or individuals associated with any of the TXC Team & Parties, past and present and during the ICO.

Further Information

Further Information For further information regarding the TXC sale, please support@taxicash.io